Big Lots 2014 Annual Report Download - page 56

- 44 -
Termination Upon Retirement
If a named executive officer is terminated as a result of his or her retirement (as defined in the applicable award
agreement):
• a prorated portion of the unvested PSUs granted under the 2012 LTIP that the named executive officer
would have earned had the named executive officer remained employed for the entire performance
period would vest upon the certification of the applicable performance condition; and
• if the performance condition is satisfied before the third anniversary of the grant date, a prorated
portion of the unvested RSUs granted under the 2012 LTIP would vest on the termination date.
In addition, under the New Employment Agreement, if Mr. Campisi’s employment is terminated as a result of his
retirement after May 3, 2020:
• Mr. Campisi would be eligible (based on our achievement of at least the threshold performance goal) to
receive a prorated bonus for the fiscal year in which his termination is effective;
• all of Mr. Campisi’s unvested, outstanding service-based equity grants and awards and RSUs granted
after February 1, 2014 for which the performance condition has been satisfied would continue to vest for
24 months after the date of termination and any such awards and units that vest more than 24 months
after the date of termination will be forfeited; and
• a pro rata portion of Mr. Campisi’s unvested, outstanding performance-based equity grants and awards,
to be determined by (1) multiplying the amount of such award or grant that would have been earned
had Mr. Campisi remained employed through the last vesting date under such award or grant by (2) a
fraction, the denominator of which is the total number of days between the grant date of the award and
the last vesting date under such award and the numerator of which is the number of days between the
grant date of the award and Mr. Campisi’s termination date plus 730, provided such fraction shall never
exceed 1.00. 730 is added to the numerator, as it is the equivalent number of days to the 24 months of
continued vesting used for Mr. Campisi’s service-based equity grants and RSUs and is also equivalent
to the time Mr. Campisi will be subject to the restrictive covenants included in the New Employment
Agreement. The performance-based equity grants and awards will only vest upon the certification of
the applicable performance criteria and will be paid at the end of the applicable performance period.
Termination in connection with Change in Control
If terminated without cause (including a constructive termination) within 24 months after a change in control, the
senior executive severance agreements would entitle Mr. Johnson, Mr. Chene and Mr. Schlonsky to (1) a lump-sum
payment equal to 200% of the executive’s then current annual base salary and maximum annual incentive award
and (2) continued coverage under our health plans for up to one year after the date of termination.
If terminated without cause (including a constructive termination and, in the case of Mr. Campisi under the New
Employment Agreement, termination for good reason), the employment agreements would entitle Mr. Campisi
and Ms. Bachmann to (1) a lump-sum payment equal to 200% of the highest annual base salary and maximum
annual incentive award in effect during the three months before and the 24 months after the change in control
and (2) continued coverage under our health plans for up to two years after the date of termination, plus the
amount necessary to reimburse him or her for the taxes he or she would be liable for as a result of such continued
healthcare coverage.
In addition, upon a change in control:
• all unvested restricted stock awards granted under the 2005 LTIP and 2012 LTIP would vest;
• all unvested stock options granted under the 2005 LTIP and 2012 LTIP would vest;
• if the change in control occurs before the third anniversary of the grant date, all unvested RSUs granted
under the 2012 LTIP would vest; and
• if the change of control occurs before the end of the applicable performance period, the greater of (1) the
target number of PSUs, and (2) a number of PSUs calculated based on the satisfaction of the applicable
performance conditions before the change in control, would vest.